SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the plan year ended December 31, 1999
Commission file number 0-20686
UNIROYAL TECHNOLOGY CORPORATION SAVINGS PLAN
(Full title of the plan)
UNIROYAL TECHNOLOGY CORPORATION
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236
(Exact name of issuer of securities held
pursuant to the plan and address
of its principal executive office.)
UNIROYAL TECHNOLOGY CORPORATION SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
AND FOR THE YEAR ENDED DECEMBER 31, 1999
AND SUPPLEMENTAL SCHEDULES
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999
AND INDEPENDENT AUDITORS' REPORT
INDEX Page
- ----- -----
Independent Auditors' Report F-2
Statements of Net Assets Available for Plan Benefits F-3
Statement of Changes in Net Assets Available for
Plan Benefits F-4
Notes to Financial Statements F-5
Supplemental Schedules:
Line 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1999 F-9
Line 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1999 F-10
INDEPENDENT AUDITORS' REPORT
To the Employee Benefits Committee of
Uniroyal Technology Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the Uniroyal Technology Corporation Savings Plan (the "Plan") as of
December 31, 1999 and 1998, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1999. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of December
31, 1999 and 1998, and the changes in net assets available for plan benefits for
the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States of America.
Our 1999 audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of 1) assets
held for investment purposes as of December 31, 1999 and 2) reportable
transactions for the year ended December 31, 1999 are presented for the purpose
of additional analysis and are not a required part of the basic 1999 financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plan's management. Such supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic 1999
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic 1999 financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Tampa, Florida
June 19, 2000
UNIROYAL TECHNOLOGY CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
December 31,
--------------------------------
1999 1998
------------- --------------
ASSETS:
Investments - at fair value $ 24,679,744 $ 15,919,317
Employee contributions receivable 172,253 152,240
Asset transfers-in receivable from merged plan - 1,176,008
------------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 24,851,997 $ 17,247,565
============= ============
See notes to financial statements.
UNIROYAL TECHNOLOGY CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
1999
------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS -
beginning of year $ 17,247,565
------------
ADDITIONS:
Employee contributions 1,214,765
Employer contributions 219,375
Asset transfers-in from merged plans 1,577,737
Net appreciation in fair value of investments 5,338,743
Interest and dividend income 1,314,573
Other contributions 68,358
------------
9,733,551
DEDUCTIONS:
Benefits paid to Plan beneficiaries 2,083,850
Administrative expenses 45,269
------------
2,129,119
NET ADDITIONS 7,604,432
-----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS -
end of year $ 24,851,997
============
See notes to financial statements.
UNIROYAL TECHNOLOGY CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
General
The following description provides only general information.
Participants should refer to the Plan agreement for a more
comprehensive description of the Plan's provisions.
The Uniroyal Technology Corporation Savings Plan (the "Plan") is a
defined contribution plan established to provide a means for eligible
employees to supplement their retirement income. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan sponsor is Uniroyal Technology Corporation (the
"Company"). The Plan trustee and record keeper is The Vanguard
Fiduciary Trust Company ("Vanguard").
The Plan is administered by an administrative committee consisting of
persons appointed by the named fiduciary as defined in the Plan.
The Plan covers all eligible salaried and non-union wage employees of
the Company. An employee becomes a participant in the Plan on the first
day of the calendar month next following the participant's date of
hire.
Effective October 1, 1998 the portion of the Uniroyal Technology
Corporation Employee Stock Ownership Plan (the "ESOP") containing
assets and liabilities of participants of the ESOP, who were also
participants or eligible to participate in the Plan ("ESOP Savings Plan
Portion"), was merged into the Plan. All rights and benefits of each
participant in the ESOP Savings Plan Portion will continue to be
governed by the provisions of the ESOP agreement. A separate
recordkeeping account was established in the Plan for the ESOP Savings
Plan Portion of each participant's benefit. The transfer took place on
June 30, 1999. The associated receivable in 1998 of $1,176,008 was
based on certain estimates. The actual transfer in 1999 was $1,547,421.
The difference of $371,413 is included in Asset Transfers-in From
Merged Plans for the year ended December 31, 1999.
On June 14, 1999, the Company acquired 100% of the common stock of
Happel Marine, Inc. and merged the Happel Marine, Inc. 401(k) Plan into
the Plan effective October 4, 1999. In connection with the Happel
Marine, Inc. 401(k) merger into the Plan, 125,078 shares of the
Company's common stock with a fair market value of $1,203,876 were
transferred into the Plan on October 21, 1999.
Participant Accounts
Vanguard maintains an account for each participant, by fund, for the
amount of participant and Company contributions and subsequent income
or loss thereon. Each participant completes an enrollment form,
directing Vanguard to which fund(s) such participant's contributions
should be credited. The participant may allocate contributions among
the funds in increments of 10%.
Contributions
The Company may, at its discretion, contribute to the Plan for each
participant on the payroll as of the last day of each Plan year, a
matching contribution equal to 25% of each participant's before tax
savings contribution, up to 6% of the participant's compensation. Any
matching contribution deposited to the Plan on or after October 1, 1995
will be made through contributions of Company common stock. Company
contributions, if any, made prior to September 30, 1995 are invested in
the Vanguard Money Market Reserves Portfolio. In December 1999 the
Company declared a matching contribution of $219,375. The contribution
was made to the Plan in the form of the Company's common stock.
Each participant may contribute up to 15% (in increments of 1%) of
covered earnings to the Plan, through payroll deductions, for
investment in the aforementioned Vanguard investment funds. The maximum
annual voluntary contribution is $10,000, subject to revision annually
to reflect increases in the cost of living index.
Participants are immediately 100% vested in their before-tax savings
contributions. A participant becomes 100% vested in the Company's
matching contributions after completion of five years of service or
upon death, disability or retirement prior to the completion of five
years of service.
A participant may increase or decrease Plan contributions by filing
written notice with the Plan administrator six times each plan year as
of the first day of each January, March, May, July, September and
November.
A participant may suspend contributions to the Plan at any time. The
contributions may be resumed six times each plan year as of the first
day of each January, March, May, July, September and November.
Withdrawals and Forfeitures
At age 59 1/2 and thereafter, an active employee may withdraw funds
from the employee's before-tax savings balance at any time. Before age
59 1/2, withdrawals (exclusive of earnings) may be made only in the
event of demonstrated financial hardship, as determined by the Plan
administrator, according to the rules of the Internal Revenue Service
("IRS"). Such hardship withdrawals are subject to an additional 10%
penalty tax. As of December 31, 1999 and 1998, the Plan had amounts
owing to participants by reason of withdrawals of approximately
$127,594 and $68,374, respectively.
If the participant's employment ends, the participant's vested account
balance and earnings will be paid in a lump sum within 60 days
following the close of the Plan year within which the participant's
employment ended. However, if the participant so chooses, the
participant may receive distributions in the form of monthly
installments over a period not to exceed ten years. If this option is
chosen, the funds will be invested in an interest bearing account. In
addition, a participant or the participant's beneficiary will receive
the value of the participant's account balance for all terminations
resulting from retirement, permanent incapacity or death.
Alternatively, the participant may elect to have the participant's
vested account balance transferred directly to an IRA or other
qualified plan.
Forfeitures, which consist of Company matching contributions applicable
to participants who terminate from the Plan unvested, are either (i)
reallocated as an additional Special Allocation (as defined in the
Plan) or (ii) used to pay administrative costs of the Plan.
Priorities Upon Termination of the Plan
The Plan has no fixed termination date. The Board of Directors of the
Company has the right to amend the Plan, to suspend for any period of
time the contributions to be made by participants and the Company to
the Plan, and at any time to terminate the Plan, provided that no
amendment or termination shall have the effect of reducing the interest
of any participant accrued under the Plan or of diverting any part of
the assets held by the Trustees for purposes other than provided in the
Plan. The Board of Directors has not expressed any intention to
terminate the Plan.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Plan are maintained on the accrual basis except for
benefit payments which are reported on a cash basis, in accordance with
the guidelines of the American Institute of Certified Public
Accountants' Audit Guide, "Audits of Employee Benefit Plans."
Investment Valuation and Income Recognition
Investments are stated at published current market value, which equals
fair value, and consist of common/collective trusts, fixed income
securities, investments in mutual funds and the Company's common stock.
Investment transactions are recorded as of the trade date. Net gains or
losses on the disposal of investments are determined based on each
investment's market value at the beginning of the year. Interest income
is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Expenses
Administrative fees of the Plan and other reasonable fees and expenses
incurred by the Plan have been paid by the Plan.
3. TAX STATUS
The trust established under the Plan to hold the Plan's assets is
qualified pursuant to the appropriate section of the Internal Revenue
Code, and, accordingly, the Plan is exempt from income taxes. The Plan
has obtained a favorable tax determination letter from the Internal
Revenue Service. The Plan has been amended since receiving the
determination letter. However, the Company believes that the Plan and
related trust continues to qualify and operate as designed.
4. INVESTMENTS
The following table presents the Plan's investments as of December 31,
1999 and 1998:
December 31, 1999 December 31, 1998
Current Value Current Value
----------------- -----------------
* Uniroyal Technology Common Stock Fund $ 8,856,357 $ 1,378,104
Vanguard Windsor Fund 839,519 1,178,872
Vanguard Explorer Fund 321,232 90,066
Vanguard Morgan Growth Fund 170,117 142,711
* Vanguard Wellesley Income Fund 1,825,732 2,093,145
Vanguard Fixed Income - LT Corporate Portfolio 464,075 527,375
* Vanguard Money Market Reserves - Prime Portfolio 3,330,939 2,207,375
* Vanguard Windsor II 5,283,464 6,067,967
* Vanguard Retirement Savings Trust 2,305,620 2,182,521
Vanguard International Growth Portfolio 173,696 51,181
Vanguard 500 Index Fund 1,043,469 -
Participant Loans 65,524 -
-------------- ---------------
Total $ 24,679,744 $ 15,919,317
============== ===============
*Plan's investments that represent 5 percent or more of the Plan's net
assets.
5. SUBSEQUENT EVENT
On December 24, 1999, the Company entered into a definitive agreement
to sell certain net assets of its High Performance Plastics segment to
Spartech Corporation. The sale transaction closed on February 28, 2000,
on which date the affected participants, representing approximately 33%
of the total participants in the Plan, separated from service and were
fully vested in their accounts. In connection with the sale of the High
Performance Plastics segment, assets with a fair value of $5,640,821
(on the dates of distribution) have been distributed out of the Plan
subsequent to February 28, 2000.
UNIROYAL TECHNOLOGY CORPORATION SAVINGS PLAN
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
Current
Identity of Issue Investment Type Cost Value
------------------- ------------------ -------------- --------------
Uniroyal Technology Common
Stock Fund Common Stock Fund $ 2,375,674 $ 8,856,357
Vanguard Windsor Fund Registered Investment Company 772,663 839,519
Vanguard Explorer Fund Registered Investment Company 281,552 321,232
Vanguard Morgan Growth Fund Registered Investment Company 108,585 170,117
Vanguard Wellesley Income Fund Registered Investment Company 1,957,194 1,825,732
Vanguard Fixed Income - LT
Corporate Portfolio Registered Investment Company 497,923 464,075
Vanguard Money Market
Reserves - Prime Portfolio Registered Investment Company 3,330,939 3,330,939
Vanguard Windsor II Registered Investment Company 5,168,775 5,283,464
Vanguard Retirement Savings Trust Common/Collective Trust 2,305,620 2,305,620
Vanguard International Growth
Portfolio Registered Investment Company 150,330 173,696
Vanguard 500 Index Fund Registered Investment Company 994,192 1,043,469
Participant Loans Terms of 5 years and interest rates
Ranging from 8.0% - 10.0% 65,524 65,524
-------------- --------------
Total $ 18,008,971 $ 24,679,744
============== ==============
UNIROYAL TECHNOLOGY CORPORATION
SAVINGS PLAN
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
Current Value
of Asset on
Identity of Party Involved Purchase Selling Expense Cost of Transaction NetGain
Description of Asset Price Price W/Trade Asset Date (Loss)
- ------------------------------ ------------ ------------ --------- ----------- --------- ---------
Series of Transactions
- ----------------------
Uniroyal Technology
Common Stock $ 2,275,049 $ 2,275,049
Number of Transactions 48
Uniroyal Technology
Common Stock $ 1,356,594 $ 662,784 $ 1,356,594 $ 693,810
Number of Transactions 70
Prime Money Market $ 2,039,142 $ 2,039,142
Number of Transactions 83
Prime Money Market $ 916,182 $ 916,182 $ 916,182 $ -
Number of Transactions 65
500 Index Fund $ 1,061,367 $ 1,061,367
Number of Transactions 37
500 Index Fund $ 70,737 $ 67,174 $ 70,737 $ 3,563
Number of Transactions 5
Windsor II Fund $ 1,724,244 $ 1,724,244
Number of Transactions 44
Windsor II Fund $ 1,527,008 $ 1,305,966 $ 1,527,008 $ 221,042
Number of Transactions 69
UNIROYAL TECHNOLOGY CORPORATION
SAVINGS PLAN
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
Current Value
of Asset on
Identity of Party Involved Purchase Selling Expense Cost of Transaction NetGain
Description of Asset Price Price W/Trade Asset Date (Loss)
- ------------------------------ ------------ ------------ --------- ----------- ------------ ---------
Single Transactions
- -------------------
Uniroyal Technology
Common Stock $ 1,203,876 $ 1,203,876
Number of Transactions 1
Prime Money Market $ 956,675 $ 956,675
Number of Transactions 1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Uniroyal
Technology Corporation, which administers the Uniroyal Technology Corporation
Savings Plan, has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNIROYAL TECHNOLOGY CORPORATION
SAVINGS PLAN
By:/S/ Martin J. Gutfreund
-----------------------
Martin J. Gutfreund
Chairman, Uniroyal Technology Corporation
Employee Benefits Committee
DATE: June 28, 2000